| 1) | NAME OF REPORTING PERSON. | |||||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). | ||||||
| George Elliott | ||||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||
(a) o | ||||||
(b) o | ||||||
| 3) | SEC USE ONLY | |||||
| 4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||||
| PF | ||||||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |||||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| British | ||||||
| 7) | SOLE VOTING POWER | |||||
NUMBER OF | 0 | |||||
| SHARES | ||||||
| BENEFICIALLY | 8) | SHARED VOTING POWER | ||||
| OWNED BY | 0 | |||||
EACH | ||||||
REPORTING | 9) | SOLE DISPOSITIVE POWER | ||||
| PERSON | 0 | |||||
| WITH | ||||||
| 10) | SHARED DISPOSITIVE POWER | |||||
| 0 | ||||||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 0 | ||||||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |||||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
| 0 | ||||||
| 14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||
| IN | ||||||
| By: | /s/ George Elliott | |
| George Elliott, an individual | ||
| 1. | Transfer of NBLM Shares. By executing this agreement and delivering the stock certificate representing the Noble Shares with the executed stock power in the form attached hereto as Exhibit A (or a Affidavit of Lost Certificate acceptable to Trinad), Elliott hereby assigns and transfers to Trinad 3,978,600 shares of common stock of Noble Medical Technologies, Inc. owned by Elliott. |
| 2. | Transfer of the Series B Preferred Stock. By executing this agreement and delivering the stock certificate representing the Series B Preferred Stock with the executed stock power in the form attached hereto as Exhibit B, Trinad hereby assigns and transfers to Elliott the Series B Preferred Stock owned by Trinad and any of its investors. |
| 3. | Termination of Letter Agreement. Trinad and Elliott hereby acknowledge and agree that Trinad and Elliott have fully satisfied their obligations to each other under the Letter Agreement and that the Letter Agreement has no further force or effect as of the date hereof. |
| 4. | Representations and Warranties of Trinad. Trinad is the owner of the Series B Preferred Stock and has the full legal right, sole power and authority over the disposition of the Series B Preferred Stock. The Series B Preferred Stock is free and clear of any liens, claims, encumbrances, charges, options or rights of third parties with respect thereto. The Series B Preferred Stock has not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Trinad except pursuant to this agreement. Trinad has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. This agreement constitutes the valid and binding obligation of Trinad. The execution, delivery and performance by the Trinad of this agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect Trinad. Trinad is not a party to any agreement, written or oral, creating rights in respect of any of such Series B Preferred Stock in any third party. Trinad is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Series B Preferred Stock, and there are no restrictions of any kind on the transfer of any of the Series B Preferred Stock other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. |
| 5. | Representations and Warranties of Elliott. Elliott is the owner of the NBLM Shares and has the full legal right, sole power and authority over the disposition of the NBLM Shares. The NBLM Shares are free and clear of any liens, claims, encumbrances, charges, options or rights of third parties with respect thereto. The NBLM Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Elliott except pursuant to this agreement. Elliott has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out his obligations hereunder. This agreement constitutes the valid and binding obligation of Elliott. The execution, delivery and performance by the Elliott of this agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect Elliott. Elliott is not a party to any agreement, written or oral, creating rights in respect of any of such NBLM Shares in any third party. Elliott is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the NBLM Shares, and there are no restrictions of any kind on the transfer of any of the NBLM Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. |
| 6. | Miscellaneous. |
| A. | The terms, provisions and conditions of this agreement are solely for the benefit of the parties hereto and their respective heirs, successors and permitted assigns and no other person or entity shall acquire or have a right by virtue of this agreement. This agreement may not be assigned by any party without prior written consent of the other parties. |
| B. | This agreement contains the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and all prior writings and discussions are hereby merged into this agreement. No provision of this agreement may be waived or amended except in a writing signed by the parties. A waiver or amendment of any term or provision of this agreement shall not be construed as a waiver or amendment of any other term or provision. |
| C. | Each party represents and warrants that it will comply with all applicable federal and state securities and all other federal, state or local laws, rules and regulations relating hereto and that it shall not circumvent or frustrate the intent of this agreement. |
| D. | Each party will indemnify, defend and hold harmless the other party from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities (whether absolute, accrued, contingent or otherwise), costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Losses”), asserted against, imposed upon or incurred by the other party, directly or indirectly, by reason of or resulting from or relating to the breach of any representation, warranty, covenant contained in this agreement, regardless of whether such Losses arise as a result of the negligence, strict liability or any other liability imposed under any theory of law or equity, or violation of any law by, the indemnifying party. |
| E. | This agreement may be executed by facsimile signatures and in multiple counterparts, each of which shall be deemed an original. It shall not be necessary that each party executes each counterpart, or that any one counterpart be executed by more than one party so long as each party executes at least one counterpart. |
| F. | This agreement shall be governed by and constructed under the laws of the State of Delaware without regard to such state’s conflicts of law principles, and may be amended, modified or supplemented only by written instrument executed by parties hereto. |
Very truly yours, /s/ George Elliott George Elliott |
